Rule 424(b)(3)
Registration No. 333-29297
BIG CITY BAGELS, INC.
THIRD SUPPLEMENT TO PROSPECTUS DATED JULY 9, 1997
This Third Supplement to the Prospectus, dated July 9, 1997, of Big
City Bagels, Inc. ("Company") provides information with respect to a further
modification of the exercise provisions of the Company's Class B Redeemable
Common Stock Purchase Warrants ("Class B Warrants"). As originally issued, two
Class B Warrants, together, entitled the holder thereof to purchase one share of
Common Stock for $8.00 per share until May 6, 2000. During a special exercise
period, which commenced on July 11, 1997 and expired on October 8, 1997, the
Company reduced the exercise price of the Class B Warrants to $2.50 per share
and did not require two Class B Warrants to be exercised in tandem to receive
one share of Common Stock. In addition, if exercised during that special
exercise period, for each Class B Warrant exercised, the holder thereof was to
be issued a Class A Redeemable Common Stock Purchase Warrant ("Class A Warrant")
of the Company. Following the expiration of that special exercise period, the
exercise provisions of the Class B Warrants returned to their original terms.
The Company has now determined to initiate a new Special Exercise
Period, commencing as of the date hereof and expiring at 5:00 p.m., Eastern
Standard Time, on November 14, 1997, during which period the Company will reduce
the exercise price of the Class B Warrants to $1.00 per share and not require
two Class B Warrants to be exercised in tandem to receive one share of Common
Stock. If exercised prior to the expiration of the new Special Exercise Period,
each Class B Warrant will entitle the holder to purchase one share of Common
Stock for $1.00. In addition, for each Class B Warrant exercised prior to the
expiration of the new Special Exercise Period, the holder thereof will be issued
a Class A Warrant. After the expiration of the Special Exercise Period, the
exercise provisions of the Class B Warrants will return to their original terms.
The date of this Third Supplement is November 6, 1997
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